Companies Act 2013 · Rules · G.S.R. 260(E)
Companies (Management and Administration) Rules, 2014
Statutory registers, declarations of beneficial interest in shares, the annual return, general meetings (notice, proxies, e-voting, polls and postal ballot), filing of resolutions and minutes.
Last checked: 27 October 2026 against the Ministry of Corporate Affairs consolidated rules text.
| Notification | G.S.R. 260(E) dated 31 March 2014 · made for Chapter VII of the Act |
|---|---|
| Act sections | 88, 89, 92, 94, 96, 100, 101, 105, 108, 109, 110, 117, 118, 120, 121 |
| MCA forms | MGT-1, MGT-2, MGT-3, MGT-4, MGT-5, MGT-6, MGT-7, MGT-7A, MGT-8, MGT-11, MGT-12, MGT-13, MGT-14, MGT-15 |
| Latest amendment | Companies (Management and Administration) Second Amendment Rules, 2023 The latest amendment shown in MCA's consolidated text. The date is not shown there. Source: MCA consolidated text · 9 amending notifications shown in MCA's text |
The rules, one by one
Rule numbers and headings follow MCA's consolidated text. Rule 1 (short title) and rule 2 (definitions) are left out unless they matter in practice. The notes are a plain-English guide, not the rule text.
| Rule | Heading | What it says |
|---|---|---|
| 3 | Register of members | The register of members is kept in Form MGT-1. |
| 4 | Register of debenture holders | Form MGT-2. |
| 5 | Maintenance of registers under section 88 | |
| 6 | Index of names | |
| 7 | Foreign register | A foreign register of members, debenture holders or beneficial owners is kept for members living abroad. Notice is given in MGT-3. |
| 8 | Authentication | |
| 9 | Declaration of beneficial interest in shares | Registered and beneficial owners declare in MGT-4 and MGT-5. The company files MGT-6. The rule also requires a designated person responsible for reporting beneficial interest. |
| 10 | Closure of register | |
| 11 | Annual return | The annual return is filed in MGT-7. OPCs and small companies use the shorter MGT-7A. The return must be certified in MGT-8 by a practising company secretary if the company is listed, or has paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more. |
| 12 | Filing of annual return | Filing of the annual return with the Registrar, with the prescribed fee. |
| 13 | Return of changes in promoter and top-ten shareholding | |
| 14 | Inspection of registers and returns | |
| 15 | Preservation of registers and annual return | The register of members is kept permanently. Annual returns are kept for 8 years. |
| 16 | Copies of registers and annual return | |
| 17 | Extraordinary general meeting by requisitionists | |
| 18 | Notice of meeting | Notice may be given by email or other electronic means. |
| 19 | Proxies | Proxy form MGT-11. A proxy may act for up to 50 members holding no more than 10% of the voting share capital. |
| 20 | Voting through electronic means | E-voting is compulsory for listed companies and companies with 1,000 or more members. |
| 21 | Scrutiny of poll | The scrutinizer reports on the poll in Form MGT-13. The polling paper is in MGT-12. |
| 22 | Postal ballot | Postal ballot procedure, and the items that must be passed by postal ballot. |
| 23 | Special notice | |
| 24 | Resolutions and agreements to be filed | Specified resolutions are filed in MGT-14 within 30 days (section 117). |
| 25 | Minutes | How minutes of general meetings, board meetings and postal ballots are recorded, kept and signed. |
| 26 | Copy of minute book of general meeting | |
| 27 | Electronic records | |
| 28 | Security of electronic records | |
| 29 | Inspection of electronic records | |
| 30 | Penalty | |
| 31 | Report on annual general meeting | A listed public company files the AGM report in MGT-15 within 30 days. |
Related
- MGT-7A filing guide
- Form MGT-8 applicability
- Section 92 explainer (annual return)
- All Companies Rules · Companies Act 2013 ready reckoner
Other rules explained in detail: Incorporation Rules · Share Capital and Debentures Rules · Acceptance of Deposits Rules · Accounts Rules · Audit and Auditors Rules · Appointment and Qualification of Directors Rules · Meetings of Board and its Powers Rules
Sources: Ministry of Corporate Affairs, Acts & Rules e-book (consolidated rules with amendment notes), and the Gazette of India notifications named on this page. This page is a plain-English guide, not the text of the rules. Check the current rule on the MCA portal before relying on it.